Common use of Derivative Instruments and Transactions Clause in Contracts

Derivative Instruments and Transactions. All Derivative Transactions whether entered into for the account of any Seller Entity or for the account of a customer of any Seller Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the Seller Entity party thereto and, to the Knowledge of Seller, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their terms. The Seller Entities and, to the Knowledge of Seller, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of Seller, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the Seller Entities in accordance with GAAP.

Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any Seller Malvern Entity or for the account of a customer of any Seller Malvern Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the Seller Malvern Entity party thereto and, to the Knowledge of SellerMalvern, each of the counterparties thereto, and (c) are in full force and effect and enforceable in accordance with their terms. The Seller Entities Malvern or its Subsidiaries and, to the Knowledge of SellerMalvern, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of SellerMalvern, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities Malvern and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the Seller Entities Malvern and such Subsidiaries in accordance with GAAP.. For purposes of this Agreement, the term “

Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any Seller Delanco Entity or for the account of a customer of any Seller Delanco Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the Seller Delanco Entity party thereto and, to the Knowledge of SellerDelanco, each of the counterparties thereto, thereto and (c) are in full force and effect and enforceable in accordance with their terms. The Seller Entities Delanco or its Subsidiaries and, to the Knowledge of SellerDelanco, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of SellerDelanco, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities Delanco and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the Seller Entities Delanco and such Subsidiaries in accordance with GAAP.. For purposes of this Agreement, the term “

Derivative Instruments and Transactions. All Derivative Transactions Transactions, whether entered into for the account of any Seller Entity Target Company or for the account of a customer of any Seller Entity a Target Company: (ai) were entered into in the Ordinary Course ordinary course of business and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, Governmental Authorities and with counterparties believed to be financially responsible at the time; (bii) are legal, valid and binding obligations of one of the Seller Entity party thereto Target Companies and, to the Knowledge of SellerSellers’ knowledge, each of the counterparties thereto, ; and (ciii) are in full force and effect and enforceable in accordance with their termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). The Seller Entities Target Companies and, to the Knowledge of SellerSellers’ knowledge, the counterparties to all such Derivative Transactions, Transactions have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of SellerSellers’ knowledge, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities Target Companies on a consolidated basis under or with respect to each such Derivative Transaction Transactions has been reflected in its books and records and the Books books and Records records of the Seller Entities such Subsidiaries in accordance with GAAP.

Derivative Instruments and Transactions. All Derivative Transactions Transactions, whether entered into for the account of any Seller Entity Sales Package Company or for the account of a customer of any Seller Entity a Sales Package Company: (ai) were entered into in the Ordinary Course ordinary course of business and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, Governmental Authorities and with counterparties believed to be financially responsible at the time; (bii) are legal, valid and binding obligations of one of the Seller Entity party thereto Sales Package Companies and, to the Knowledge of SellerSellers’ knowledge, each of the counterparties thereto, ; and (ciii) are in full force and effect and enforceable in accordance with their termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). The Seller Entities Sales Package Companies and, to the Knowledge of SellerSellers’ knowledge, the counterparties to all such Derivative Transactions, Transactions have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of SellerSellers’ knowledge, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities Sales Package Companies on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the Books books and Records records of the Seller Entities such Subsidiaries in accordance with GAAPGAAP consistently applied.

Derivative Instruments and Transactions. All Derivative Transactions (as defined below) whether entered into for the account of any Seller Reliance Entity or for the account of a customer of any Seller Reliance Entity (a) were entered into in the Ordinary Course and in accordance with prudent banking practice and in all material respects with applicable rules, regulations and policies of all applicable Regulatory Authorities, (b) are legal, valid and binding obligations of the Seller Reliance Entity party thereto and, to the Knowledge of SellerReliance, each of the counterparties thereto, thereto and (c) are in full force and effect and enforceable in accordance with their terms. The Seller Entities Reliance or its Subsidiaries and, to the Knowledge of SellerReliance, the counterparties to all such Derivative Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To the Knowledge of SellerReliance, there are no material breaches, violations or Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of the Seller Entities Reliance and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in the Books and Records of the Seller Entities Reliance and such Subsidiaries in accordance with GAAP.. For purposes of this Agreement, the term “